SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported) : February 7, 2002
Commission File No. 0-27862
REALITY INTERACTIVE, INC.
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(Exact name of registrant as specified in its charter)
Nevada 41-1781991
- ------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4766 Holladay Blvd., Holladay, UT 84117
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(Address of principal executive offices)
801-308-0011
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(Issuer telephone number)
NA
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Former Name and Address
Item 5. Other Events.
Reality Interactive, Inc. was incorporated on January 23, 2002 in the
State of Nevada as a wholly-owned subsidiary of Reality Interactive, Inc. a
Minnesota corporation ("Reality Interactive Minnesota"). On January 23, 2002,
Reality Interactive Minnesota was merged into Reality Interactive, Inc. a Nevada
corporation ("Reality Interactive Nevada") with Reality Interactive Nevada being
the surviving entity. Prior to the merger, there were 12,491,574 shares of
Reality Interactive Minnesota. Upon completion of the merger, shareholders of
Reality Interactive Minnesota were entitled to exchange one share of Reality
Interactive Minnesota for one share of Reality Interactive Nevada. On January
24, 2002, Reality Interactive Nevada effected a 1:100 reverse stock split and
re-authorized 100,000,000 shares of common stock having a par value of $.001 per
share and 5,000,000 shares of preferred stock having a par value of $.001 per
share.
As of Friday, February 1, 2002, the Registrant's new trading symbol is
RLTI. In addition, the following individuals became the new officers and
directors of the Registrant: Brian Koehn - President and Director and F. Albert
Landweher - Secretary , Treasurer and Director. The following individuals
resigned from their positions as follows:
Natalie Boss - President and Director
Gregory Boss - Secretary, Treasurer and Director
Item 7. Financial Statements and Exhibits.
Exhibits:
2.1 Articles of Merger
3.1 Articles of Incorporation
3.2 Certificate of Amendment
3.3 Amended By-laws
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REALITY INTERACTIVE, INC.
February 7, 2002
/s/ Brian Koehn
ARTICLES OF MERGER
OF
REALITY INTERACTIVE, INC. (Minnesota Parent)
INTO
REALITY INTERACTIVE, INC. (Nevada Subsidiary)
The undersigned corporations, pursuant to the provisions of Chapter 92A of
the Nevada Revised Statutes hereby execute the following Articles of Merger:
FIRST: The name of the surviving corporation is REALITY INTERACTIVE, INC.
(the "Nevada Company"), and the place of its incorporation is the State of
Nevada. The name and place of incorporation of the corporation being merged into
the surviving corporation is REALITY INTERACTIVE, INC. (the "Minnesota
Company"), incorporated in the State of Minnesota, the laws of which permit this
merger. The principal place of business of the Nevada Company is 4766 Holladay
Blvd, Holladay, UT 84117 and the registered office is National Account
Management Services, Inc., 240 N. Jones Blvd., #177, Las Vegas, NV 89107 and the
Minnesota Company is 435 East Universal Circle, Sandy, Utah 84070 and the
registered office is Paul Wendorff, 16395 Wagner Way, Ste. 200, Eden Prairie, MN
55344.
SECOND: A plan of merger was adopted by the board of directors of each
corporation that is a party to this merger.
THIRD: The plan of merger was approved by the stockholder of the Nevada
Company by unanimous consent.
FOURTH: The plan of merger was submitted to the stockholders of the
Minnesota Company. The designation, number of shares outstanding and entitled to
vote and undisputed votes for the plan by the stockholders of each class of
shares of REALITY INTERACTIVE (the Minnesota Company) entitled to vote on the
plan is as follows:
Class Number of Outstanding Shares Undisputed Votes
for the Plan
Common 12,491,574 6,666,667
The number of votes cast for the plan by the owners of each class was
sufficient for approval by the owners of that class.
FIFTH: The Articles of Incorporation of the Nevada Company were not
amended.
SIXTH: The complete executed plan of merger is hereinafter set forth in its
entirety:
A. The corporations proposing to merge are REALITY INTERACTIVE, INC (the
"Minnesota Company" or "Parent"), a Minnesota corporation and REALITY
INTERACTIVE, INC. (the "Nevada Company" or "Subsidiary"), a Nevada corporation.
The Minnesota Company, or Parent, is the sole shareholder of the Nevada Company.
The Nevada Company shall be the surviving corporation of the merger.
B. Upon approval of this plan of merger by the shareholders of both the
Nevada Company and the Minnesota Company, Articles of Merger shall be filed with
the Secretaries of State of Nevada and Minnesota. Upon receipt and filing of
said Articles of Merger and the issuance of Certificates of Merger by said
states, the separate existence of the Parent shall cease; and Subsidiary, the
Nevada Company, shall succeed to all the rights and property of the Minnesota
Company and shall be subject to all the debts and liabilities of the Minnesota
Company.
C. All shares of the Minnesota Company shall be entitled to be exchanged
for shares of the Nevada Company at the rate of one Nevada Company common share
for each common share of the Minnesota Company. No fractional shares of the
Nevada Company stock will be issued pursuant to this plan of merger. Instead any
fractional share otherwise issuable shall be rounded up or down to the nearest
whole number of shares. All shares of the Nevada Company stock outstanding prior
to the merger shall be canceled.
D. The Articles of Incorporation of the surviving corporation shall be the
Articles of Incorporation of the Nevada Company immediately prior to the
effective date of the merger without amendment or change.
SEVENTH: All corporations party to this merger have complied with laws of
their respective jurisdiction of incorporation concerning this merger.
EIGHTH: These Articles may be executed in multiple counterparts, each of
which shall be deemed an original and all of which taken together shall be but a
single instrument
REALITY INTERACTIVE, INC.
(The Minnesota Company)
By: Natalie Boss
Title: President
By: Hank Vanderkam
Title: Secretary
State of Utah ss.
ss.
County of Salt Lake ss.
On January ___, 2002 personally appeared before me, a Notary Public
Natalie Boss who acknowledged that he executed the above instrument as President
of REALITY INTERACTIVE, INC. the Minnesota Company.
Signature of Notary
Printed Name:
Commission Expires:
State of Texas ss.
ss.
County of Harris ss.
On January___, 2002 personally appeared before me, a Notary Public Hank
Vanderkam who acknowledged that he executed the above instrument as Secretary of
REALITY INTERACTIVE, INC. the Minnesota Company.
Signature of Notary
Printed Name:
Commission Expires:
Reality Interactive, Inc.
(The Nevada Company)
By: Natalie Boss
Title: President
By: Hank Vanderkam
Title: Secretary
State of Utah ss.
ss.
County of Salt Lake ss.
On January___, 2002, personally appeared before me, a Notary Public Natalie
Boss who acknowledged that he executed the above instrument as Reality
Interactive, Inc., the Nevada Company.
Signature of Notary
Printed Name:
Commission Expires:
State of Texas ss.
ss.
County of Harris ss.
On January ___, 2002, personally appeared before me, a Notary Public
Hank Vanderkam, who acknowledged that he executed the above instrument as
Secretary of Reality Interactive, Inc., the Nevada Company.
Signature of Notary
Printed Name:
Commission Expires:
ARTICLES OF INCORPORATION
OF
REALITY INTERACTIVE, INC.
The undersigned natural persons of the age of eighteen (18) years or more
acting as incorporator of a corporation under the Nevada Revised Civil Statute
78, hereby adopts the following Articles of Incorporation:
ARTICLE I
NAME
The name of the corporation (hereinafter called "Corporation") is Reality
Interactive, Inc.
ARTICLE II
PERIOD OF DURATION
The period of duration of the Corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
The purpose for which this Corporation is organized is to engage in the
business of investing in investments of all forms and nature and to engage in
any and all other lawful business.
ARTICLE IV
CAPITALIZATION
The total number of shares of stock which the Corporation shall have the
authority to issue is one hundred and five million (105,000,000) shares,
consisting of one hundred million (100,000,000) shares of Common Stock having a
par value of $.001 per share and five million (5,000,000) shares of Preferred
Stock having a par value of $.001 per share.
A. Preferred Stock
The Board of Directors is authorized, subject to the limitations prescribed
by law and the provisions of this Article, to provide for the issuance of
the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Nevada, to establish from
time to time the number of shares to be included in each such series and to
fix the designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions thereof.
1. The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:
a. The number of shares constituting that series and the distinctive
designation of that series;
b. The dividend rate on the shares of that series, whether dividends
shall be cumulative, and if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on
shares of that series;
c. Whether that series shall have voting rights, in addition to the
voting rights provided by law, and if so, the terms of such
voting rights;
d. Whether that series shall have conversion privileges and, if so,
the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board
of Directors shall determine;
e. Whether or not the shares of that series shall be redeemable and,
if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable and
the amount per share payable in case of redemption, which amount
may vary under different conditions and at different redemption
dates;
f. Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series and, if so, the terms and
amount of such sinking fund;
g. The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of
payment of shares of that series; and
h. Any other relative rights, preferences and limitations of that
series.
2. Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, before any dividends shall be paid
or declared and set apart for payment on Common Stock with respect to
the same dividend period.
3. If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution
to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full preferential amount to which
they are entitled, then such assets shall be distributed ratably among
the shares of all series of Preferred Stock in accordance with the
respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.
4. Unless otherwise provided in any resolution of the Board of Directors
providing for the issuance of any particular series of Preferred
Stock, no holder of Preferred Stock shall have any pre-emptive right
as such holder to subscribe for, purchase or receive any part of any
new or additional issue of capital stock of any class or series,
including unissued and treasury stock, or obligations or other
securities convertible into or exchangeable for capital stock of any
class or series, or warrants or other instruments evidencing rights or
options to subscribe for, purchase or receive any capital stock of any
class or series, whether now or hereafter authorized and whether
issued for cash or other consideration or by way of dividend.
B. Common Stock
1. Subject to the prior and superior rights of the Preferred Stock and on
the conditions set forth in the foregoing parts of this Article or in
any resolution of the Board of Directors providing for the issuance of
any particular series of Preferred Stock, and not otherwise, such
dividends (payable in cash, stock or otherwise) as may be determined
by the Board of Directors may be declared and paid on the Common Stock
from time to time out of any funds legally available therefor.
2. Except as otherwise provided by law, by this Certificate of
Incorporation or by the resolution or resolutions of the Board of
Directors providing for the issue of any series of the Preferred
Stock, the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes, each holder of the
Common Stock being entitled to one vote for each share held.
3. Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, and after the holders of the
Preferred Stock of each series shall have been paid in full the amount
to which they respectively shall be entitled, or a sum sufficient for
such payments in assets of the Corporation shall be distributed pro
rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of
the Preferred Stock.
ARTICLE V
REGISTERED OFFICE AND AGENT
The name and address of the corporation's registered agent is The
Corporation Trust Company of Nevada to be located c/o The Corporation Trust
Company, 6100 Neil Road, Suite 500, Reno, Nevada 89511.
ARTICLE VI
DIRECTORS
The Corporation shall be governed by a Board of Directors consisting of one
director as shall be fixed the Corporation's bylaws.
Name Address
Natalie Boss 4766 Holladay Blvd.
Holladay, UT 84117
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
There shall be no preemptive right to acquire unissued and/or treasury
shares of the stock of the Corporation.
ARTICLE VIII
LIABILITY OF OFFICERS AND DIRECTORS
A director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional misconduct,
fraud, a knowing violation of law or the payment of an unlawful dividend in
violation of NRS 78.300.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve or
who have served at any time as directors or officers or who, at the request of
the Board of Directors of the Corporation, may serve or at any time have served
as directors or officers of another corporation in which the Corporation at such
time owned or may own shares of stock or of which it was or may be a creditor,
and their respective heirs, administrators, successors and assigns, against any
and all expenses, including amounts paid upon judgments, counsel fees and
amounts paid in settlement (before or after suit is commenced), actually and
necessarily by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them, are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers of the Corporation, or of
such other corporation, except in relation to matters as to which any such
director or officer of the Corporation, or of such other corporation or former
director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or misconduct in the performance
of his duty. Such indemnification shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law, agreement, vote
of shareholder or otherwise.
DATED this ___ day of January 2002. Incorporator:
------------------------
Hank Vanderkam
Vanderkam & Sanders
440 Louisiana, #475
Houston, TX 77002
STATE OF TEXAS ss.
ss.
COUNTY OF HARRIS ss.
On ______________, 2001 personally appeared before me, a Notary Public,
Hank Vanderkam, who acknowledged that he executed the above document in his
capacity as Incorporator of Gamers Republic, Inc.
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Notary Public for the State of Texas
[SEAL]
Certificate of Amendment
1. Name of corporation: Reality Interactive, Inc.
2. Articles have been amended as follows (provide article numbers, if
available):
Article IV Capitalization. Following a 1:100 reverse stock split, the
Articles are amended to reauthorize one hundred and five million
(105,000,000) shares, consisting of one hundred million (100,000,000)
shares of Common Stock having a par value of $.001 per share and five
million (5,000,000) shares of Preferred Stock having a par value of $.001
per share.
3. The vote by which the stockholders holding shares in the cooperation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a
vote by classes or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is:
6,666,667.*
4. Officer Signature (Required):
/s/ David Loev, Assistant Secretary
* If any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding shares,
then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing
a majority of the voting power of each class or series affected by the
amendment regardless of limitations or restrictions on the voting power
thereof.
BYLAWS
OF
REALITY INTERACTIVE, INC.
ARTICLE I
OFFICES
1.01 REGISTERED OFFICE AND AGENT
The registered office of the Corporation shall be maintained by National
Account Management Services, Inc., 240 N. Jones Blvd., #177, Las Vegas, NV
89107. The registered office or the registered agent, or both, may be changed by
resolution of the Board of Directors, upon filing the statement required by law.
1.02 PRINCIPAL OFFICE
The principal office of the Corporation shall be at 4766 Holladay Blvd.,
Holladay, UT 84117 provided that the Board of Directors shall have power to
change the location of the principal office in its discretion.
1.03 OTHER OFFICES
The Corporation may also maintain other offices at such places within or
without the State of Nevada as the Board of Directors may from time to time
appoint or as the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
2.01 PLACE OF MEETING
All meetings of shareholders, both regular and special, shall be held
either at the registered office of the Corporation, or at such other place as
shall be designated in the notice of the meeting.
2.02 ANNUAL MEETING
The annual meeting of shareholders for the election of directors and
for the transaction of all other business which may come before the meeting
shall be held within 180 days after the end of each fiscal year, on the date and
at the hour specified in the notice of meeting as determined by the Board of
Directors.
If the election of directors shall not be held on the day above
designated for the annual meeting, the Board of Directors shall cause the
election to be held as soon thereafter as conveniently may be at a special
meeting of the shareholders called for the purpose of holding such election.
The annual meeting of shareholders may be held for any other purpose in
addition to the election of director which may be specified in a notice of such
meeting. The meeting may be called by resolution of the Board of Directors or by
a writing filed with the secretary signed either by a majority of the directors
or by shareholders owning a majority in amount of the entire capital stock of
the Corporation issued and outstanding and entitled to vote at any such meeting.
2.03 NOTICE OF SHAREHOLDERS' MEETING
A written or printed notice stating the place, day and hour of the
meeting, and in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or at
the direction of the president, secretary or the officer or person calling the
meeting, to each shareholders of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
share transfer books of the Corporation, with postage thereon prepaid.
2.04 VOTING OF SHARES
Each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders, except to
the extent that the voting rights of the shares of any class or classes are
limited or denied by the Articles of Incorporation or by law.
Treasury shares, shares of its own stock owned by another corporation
the majority of the voting stock of which is owned or controlled by this
Corporation, and shares of its own stock held by this Corporation in a fiduciary
capacity shall not be voted, directly or indirectly, at any meeting, and shall
not be counted in determining the total number of outstanding shares at any
given time.
A shareholder may vote either in person or by proxy executed in writing
by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution unless otherwise
provided in the proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable, and in no event shall it remain irrevocable for a
period of more than eleven (11) months.
At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected and
for whose election he has a right to vote, or if authorized by the Articles of
Incorporation, to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or by distributing such votes on the same principal among any number of such
candidates. Any shareholder who intends to cumulate his votes as herein
authorized shall give written notice of such intention to the secretary of the
Corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes.
2.05 CLOSING TRANSFER BOOKS AND FIXING RECORD DATE
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the share transfer books shall be closed for a stated period not exceeding
sixty (60) days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the ByLaws
or, in the absence of an applicable ByLaw, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
not later than sixty (60) days and, in case of a meeting of shareholders, not
earlier than ten (10) days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the share
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof, except where the determination has been made through the closing of
share transfer books and the stated period of closing has expired.
2.06 QUORUM OF SHAREHOLDERS
Unless otherwise provided in the Articles of Incorporation, the holders
of a majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders, but in no event shall a
quorum consist of the holders of less than one-third (1/3) of the shares
entitled to vote and thus represented at such meeting. The vote of the holders
of a majority of the shares entitled to vote and thus represented at a meeting
at which a quorum is present shall be the act of the shareholders' meeting,
unless the vote of a greater number is required by law, the Articles of
Incorporation or the ByLaws.
2.07 VOTING LISTS
The officer or agent having charge of the share transfer books for the
shares of the Corporation shall make, at least ten (10) days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by any shareholders
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share transfer books shall be prima-facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
2.08 ACTION BY CONSENT OF SHAREHOLDERS
In lieu of a formal meeting, action may be taken by written consent of
such number of the shareholders as is required by either State law or the
Corporation's Bylaws for passage of such corporate action.
ARTICLE III
DIRECTORS
3.01 BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed by a Board
of Directors. Directors need not be residents of the State of Nevada or
shareholders in the Corporation.
3.02 NUMBER AND ELECTION OF DIRECTORS
The number of directors shall be one (1). The number of directors
constituting the board shall be fixed from time to time by the Directors
provided that the number may be increased or decreased from time to time by an
amendment to these ByLaws, but no decrease shall have the effect of shortening
the term of any incumbent director. At each annual election the shareholders
shall elect directors to hold office until the next succeeding annual meeting.
3.03 VACANCIES
Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of the remaining directors, though less than a quorum of the
Board. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that purpose.
3.04 QUORUM OF DIRECTORS
A majority of the Board of Directors shall constitute a quorum for the
transaction of business. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
3.05 ANNUAL MEETING OF DIRECTORS
Within thirty (30) days after each annual meeting of shareholders, the
Board of Directors elected at such meeting shall hold an annual meeting at which
they shall elect officers and transact such other business as shall come before
the meeting.
3.06 REGULAR MEETING OF DIRECTORS
A regular meeting of the Board of Directors may be held at such time as
shall be determined from time to time by resolution of the Board of Directors.
3.07 SPECIAL MEETINGS OF DIRECTORS
The secretary shall call a special meeting of the Board of Directors
whenever requested to do so by the President or by two directors. Such special
meeting shall be held at the time specified in the notice of meeting.
3.08 PLACE OF DIRECTORS MEETINGS
All meetings of the Board of Directors (annual, regular or special)
shall be held either at the principal office of the Corporation or at such other
place, either within or without the State of Nevada, as shall be specified in
the notice of meeting.
3.09 NOTICE OF DIRECTORS MEETINGS
All meetings of the Board of Directors (annual, regular or special)
shall be held upon five (5) days written notice stating the date, place and hour
of meeting delivered to each director either personally or by mail or at the
direction of the president or the secretary or the officer or person calling the
meeting.
In any case where all of the directors execute a waiver of notice of
the time and place of meeting, no notice thereof shall be required, and any such
meeting (whether annual, regular or special) shall be held at the time and at
the place (either within or without the State of Nevada) specified in the waiver
of notice. Attendance of a director at any meeting shall constitute a waiver of
notice of such meeting, except where the directors attends a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any
annual, regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
3.10 COMPENSATION
Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each annual, regular or
special meeting of the Board, provided, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
3.11 ACTION BY CONSENT OF DIRECTORS
In lieu of a formal meeting, action may be taken by written consent of
such number of the directors as is required by either State law or the
Corporation's Bylaws for passage of such corporate action.
3.12 COMMITEES
The board of directors may, by resolution passed by a majority of the
whole board, designate an executive committee and one or more other committees,
each committee to consist of one or more of the directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to making, altering or repealing any bylaw of the
Corporation; electing or appointing any director, or removing any officer or
director; submitting to shareholders any action that requires shareholders'
approval; or amending or repealing any resolution theretofore adopted by the
board which by its terms is amendable or repealable only by the board. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors. Each committee
shall keep regular minutes of its meetings and report the same to the board of
directors when required.
ARTICLE IV
OFFICERS
4.01 OFFICERS ELECTION
The officers of the Corporation shall consist of a president, one or
more vice presidents, a secretary, and a treasurer. All such officers shall be
elected at the annual meeting of the Board of Directors provided for in Article
III, Section 5. If any office is not filled at such annual meeting, it may be
filled at any subsequent regular or special meeting of the Board. The Board of
Directors at such annual meeting, or at any subsequent regular or special
meeting may also elect or appoint such other officers and assistant officers and
agents as may be deemed necessary. Any two or more offices may be held by the
same person, except the offices of president and secretary.
All officers and assistant officers shall be elected to serve until the
next annual meeting of directors (following the next annual meeting of
shareholders) or until their successors are elected; provided, that any officer
or assistant officer elected or appointed by the Board of Directors may be
removed with or without cause at any regular or special meeting of the Board
whenever in the judgment of the Board of Directors the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any agent appointed
shall serve for such term, not longer than the next annual meeting of the Board
of Directors, as shall be specified, subject to like right of removal by the
Board of Directors.
4.02 VACANCIES
If any office becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.
4.03 POWER OF OFFICERS
Each officer shall have, subject to these ByLaws, in addition to the
duties and powers specifically set forth herein, such powers and duties as are
commonly incident to his office and such duties and powers as the Board of
Directors shall from time to time designate. All officers shall perform their
duties subject to the directions and under the supervision of the Board of
Directors. The president may secure the fidelity of any and all officers by bond
or otherwise.
4.04 PRESIDENT
The president or such other person as the Board of Directors may
appoint, shall be the chief executive officer of the Corporation. He shall
preside at all meetings of the directors and shareholders. He shall see that all
orders and resolutions of the Board are carried out, subject however, to the
right of the directors to delegate specific powers, except such as may be by
statute exclusively conferred on the president, to any other officers of the
Corporation.
He or any vice president shall execute bonds, mortgages and other
instruments requiring a seal, in the name of the Corporation, and, when
authorized by the Board, he or any vice president may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the signature of either the secretary or an assistant secretary. He or any vice
president shall sign certificates of stock.
The president shall be ex-officio a member of all standing committees.
He shall submit a report of the operations of the Corporation for the
year to the directors at their meeting next preceding the annual meeting of the
shareholders and to the shareholders at their annual meeting.
4.05 VICE PRESIDENT
The vice president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president, and they
shall perform such other duties as the Board of Directors shall prescribe.
4.06. SECRETARY AND ASSISTANT SECRETARIES
The secretary shall attend all meetings of the Board and all meetings
of the shareholders and shall record all votes and the minutes of all
proceedings and shall perform like duties for the standing committees when
required. He shall give or cause to be given notice of all meetings of the
shareholders and all meetings of the Board of Directors and shall perform such
other duties as may be prescribed by the Board. He shall keep in safe custody
the seal of the Corporation, and when authorized by the Board, affix the same to
any instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of an assistant secretary.
The assistant secretary shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary, and they
shall perform such other duties as the Board of Directors shall prescribe.
In the absence of the secretary or an assistant secretary, the minutes
of all meetings of the Board and shareholders shall be recorded by such person
as shall be designated by the president or by the Board of Directors.
4.07 TREASURER AND ASSISTANT TREASURERS
The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.
The treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements. He shall keep and maintain the Corporation's books of account and
shall render to the president and directors an account of all of his
transactions as treasurer and of the financial condition of the Corporation and
exhibit his books, records and accounts to the president or directors at any
time. He shall disburse funds for capital expenditures as authorized by the
Board of Directors and in accordance with the orders of the president, and
present to the president for his attention any requests for disbursing funds if
in the judgment of the treasurer any such request is not properly authorized. He
shall perform such other duties as may be directed by the Board of Directors or
by the president.
If required by the Board of Directors, he shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
The assistant treasurers in the order of their seniority shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer, and they shall perform such other duties as the Board
of Directors shall prescribe.
ARTICLE V
CERTIFICATES OF STOCK: TRANSFER, ETC.
5.01 CERTIFICATES OF STOCK
The certificates for shares of stock of the Corporation shall be
numbered and shall be entered in the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
president or a vice president and the secretary or an assistant secretary or if
the Board of Directors determines, by any one of the afore named officers and
shall be sealed with the seal of the Corporation or a facsimile thereof. If the
Corporation has a transfer agent or a registrar, other than the Corporation
itself or an employee of the Corporation, the signatures of any such officer may
be facsimile. In case any officer or officers who shall have signed or whose
facsimile signature or signatures shall have been used on any such certificate
or certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before said certificate or
certificates shall have been issued, such certificate may nevertheless be issued
by the Corporation with the same effect as though the person or persons who
signed such certificates or whose facsimile signature or signatures shall have
been used thereon had been such officer or officers at the date of its issuance.
Certificates shall be in such form as shall in conformity to law be prescribed
from time to time by the Board of Directors.
The Corporation may appoint from time to time transfer agents and
registrars, who shall perform their duties under the supervision of the
secretary.
5.02 TRANSFERS OF SHARES
Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.
5.03 REGISTERED SHAREHOLDERS
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
5.04 LOST CERTIFICATE
The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost. When
authorizing such issue of a new certificate or certificates, the Board of
Directors in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost or destroyed certificate or
certificates or his legal representative to advertise the same in such manner as
it shall require or to give the corporation a bond with surety and in form
satisfactory to the Corporation (which bond shall also name the Corporation's
transfer agents and registrars, if any, as obligees) in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
or other obligees with respect to the certificate alleged to have been lost or
destroyed, or to advertise and also give such bond.
ARTICLE VI
DIVIDEND
6.01 DECLARATION
The Board of Directors may declare at any annual, regular or special
meeting of the Board and the Corporation may pay, dividends on the outstanding
shares in cash, property or in the shares of the Corporation to the extent
permitted by, and subject to the provisions of, the laws of the State of Nevada.
6.02 RESERVES
Before payment of any dividend there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the directors
from time to time in their absolute discretion think proper as a reserve fund to
meet contingencies or for equalizing dividends or for repairing or maintaining
any property of the Corporation or for such other purpose as the directors shall
think conducive to the interest of the Corporation, and the directors may
abolish any such reserve in the manner in which it was created.
ARTICLE VII
MISCELLANEOUS
7.01 INFORMAL ACTION
Any action required to be taken or which may be taken at a meeting of
the shareholders, directors or members of the executive committee, may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by such number of the shareholders, directors, or members of the
executive committee as is required by law, as the case may be, entitled to vote
with respect to the subject matter thereof, and such consent shall have the same
force and effect as a vote of the shareholders, directors, or members of the
executive committee, as the case may be, at a meeting of said body.
7.02 SEAL
The corporate seal shall be circular in form and shall contain the name
of the Corporation, the year of its incorporation and the words "State of
Nevada", and "CORPORATE SEAL". The seal may be used by causing it or a facsimile
to be impressed or affixed or in any other manner reproduced. The corporate seal
may be altered by order of the Board of Directors at any time.
7.03 CHECKS
All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
7.04 FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of July
in each and every year.
7.05 DIRECTORS ANNUAL STATEMENT
The Board of Directors shall present at each annual meeting of
shareholders a full and clear statement of the business and condition of the
Corporation.
7.06 AMENDMENTS
These ByLaws may be altered, amended or repealed in whole or in part by
the affirmative vote of the Board of Directors.
ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceedings, whether civil,
criminal,. administrative or investigative, by reason of the fact that he or a
person to whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless, to the fullest extent legally permissible under the laws of the
State of Nevada, against all expenses, liability and loss, including attorney's
fees, judgements, fines and amounts paid or to be paid in settlement, reasonably
incurred or suffered by him in connection therewith, all pursuant to Section
78.151 of the Nevada Revised Statutes. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such person.
This indemnification is intended to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada and the corporation
may purchase and maintain insurance on behalf of any person who is or was
serving at the request of the corporation as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.